Unless otherwise indicated, the address of each beneficial owner listed below is c/o C3.ai, Inc., 1300 Seaport Blvd, Suite 500, Redwood City, California 94063.
Shares Beneficially Owned Prior to Offering and the Concurrent Private Placements Shares Beneficially Owned After Offering and the Concurrent Private Placements
Class A
Common Stock
Class B
Common Stock
% of Total
Voting Power†
Class A
Common Stock
Class B
Common Stock
% of Total
Voting Power†Name of Beneficial Owner Shares % Shares % Shares % Shares %
5% Stockholders
Entities affiliated with Thomas M. Siebel(1)(2) 34,836,577 37.71% 3,425,800 97.88% 77.09% 34,836,577 30.97% 3,425,800 97.88% 71.70%
Entities affiliated with TPG(3) 16,206,631 22.12 — — 6.53 16,206,631 17.35 — — 6.04
Baker Hughes Holdings LLC(4) 10,813,095 14.76 — — 4.36 10,813,095 11.58 — — 4.03
Named Executive Officers and Directors
Thomas. M. Siebel(1) 34,827,361 37.70 2,925,800 83.59 67.74 34,827,361 30.96 2,925,800 83.59 63.00
Shares subject to voting proxy(2) 9,216 * 500,000 14.29 10.07 9,216 * 500,000 14.29 9.32
Total 34,836,577 37.71 3,425,800 97.88 77.09 34,836,577 30.97 3,425,800 97.88 71.70
Edward Y. Abbo(5) 2,080,308 2.80 — — * 2,080,308 2.20 — — *
Houman Behzadi(6) 1,394,080 1.87 — — * 1,394,080 1.47 — — *
Patricia A. House(7) 1,019,536 1.39 500,000 14.29 10.47 1,019,536 1.09 500,000 14.29 9.68
Richard Levin(8) 644,965 * — — * 644,965 * — — *
Michael G. McCaffery(9) 1,378,776 1.88 — — * 1,378,776 1.47 — — *
Nehal Raj(3) 16,206,631 22.12 — — 6.53 16,206,631 17.35 — — 6.04
Condoleezza Rice(10) 667,349 * — — * 667,349 * — — *
S. Shankar Sastry(11) 644,962 * — — * 644,962 * — — *
Bruce Sewell(12) 633,831 * — — * 633,831 * — — *
Lorenzo Simonelli(4) 10,813,095 14.76 — — 4.36 10,813,095 11.58 — — 4.03
Stephen M. Ward. Jr.(13) 1,213,365 1.64 — — * 1,213,365 1.29 — — *
All directors and officers as a group 74,732,338 74.28 3,425,800 97.88 89.27 74,732,338 61.91 3,425,800 97.88 83.19
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* Represents beneficial ownership of less than 1%.
† Represents the voting power with respect to all shares of our Class A common stock and Class B common stock, voting together as a single class. Each share of Class A common stock will be entitled to one vote
per share, and each share of Class B common stock will be entitled to 50 votes per share. The Class A common stock and Class B common stock will vote together on all matters (including the election of
directors) submitted to a vote of stockholders, except under limited circumstances described in “Description of Capital Stock—Class A and Class B Common Stock—Voting Rights.”
(1) Consists of (a) 9,216 shares of Class A common stock held of record by First Virtual Holdings, LLC, (b) 2,175,666 shares of Class A common stock held of record by Thomas M. Siebel, (c) 170,294 shares of
Class A common stock held of record by Siebel Asset Management, L.P., (d) 72,695 shares of Class A common stock held of record by Siebel Asset Management III, L.P., (e) 1,237,115 shares of Class A
common stock held of record by The Siebel 2011 Irrevocable Children’s Trust, (f) 12,057,527 shares of Class A common stock held of record by The Siebel Living Trust u/a/d 7/27/1993, (g) 19,104,848 shares of
Class A common stock subject to options exercisable within 60 days of October 31, 2020, of which 4,912,636 shares of Class A common stock are vested as of such date, (h) 500,000 shares of Class B common
stock held of record by First Virtual Holdings, LLC, (i) 2,050,788 shares of Class B common stock held of record by The Siebel Living Trust u/a/d 7/27/1993 and (j) the following shares over which Mr. Siebel
has sole dispositive power: (i) 43,378 shares of Class B common stock held of record by The Siebel 2013 Annuity Trust I u/a/d 10/8/2013, (ii) 43,378 shares of Class B common stock held of record by The Siebel
2013 Annuity Trust II u/a/d 10/8/2013, (iii) 82,582 shares of Class B common stock held of record by The Siebel 2014 Annuity Trust I u/a/d 10/22/2014, (iv) 82,582 shares of Class B common stock held of
record by The Siebel 2014 Annuity Trust II u/a/d 10/22/2014, (v) 23,914 shares of Class B common stock held of record by The Siebel 2017 Annuity Trust I u/a/d 11/28/2017, (vi) 23,914 shares of Class B
common stock held of record by The Siebel 2017 Annuity Trust II u/a/d 11/28/2017, (vii) 18,623 shares of Class B common stock held of record by The Siebel 2018 Annuity Trust I u/a/d 12/13/2018, (viii) 18,623
shares of Class B common stock held of record by The Siebel 2018 Annuity Trust II u/a/d 12/13/2018, (ix) 19,009 shares of Class B common stock held of record by The Siebel 2020 Annuity Trust I u/a/d
3/4/2020 and (x) 19,009 shares of Class B common stock held of record by The Siebel 2020 Annuity Trust II u/a/d 3/4/2020.
(2) Consists of 9,216 shares of Class A Common Stock and 500,000 shares of Class B Common stock over which Mr. Siebel holds an irrevocable proxy pursuant to a voting agreement between Mr. Siebel and
Patricia A. House. We do not believe that the parties to these voting agreements constitute a “group” under Section 13 of the Securities Exchange Act of 1934, as amended, as Mr. Siebel exercises voting control
over these shares. For more information about the voting agreements, see the section titled “Description of Capital Stock—Voting Agreement.”
(3) Consists of (a) 4,318,374 shares of Class A common stock held of record by The Rise Fund Cadia, L.P., a Delaware limited partnership, (b) 9,804,925 shares of Class A common stock held of record by TPG
Growth III Cadia, L.P., a Delaware limited partnership, and (c) 2,083,332 shares of Class A common stock held of record by TPG Tech Adjacencies Cadia, L.P., a Delaware limited partnership (together with TPG
Growth III Cadia, L.P. and The Rise Fund Cadia, L.P., the “TPG Funds”). The general partner of TPG Growth III Cadia, L.P. is TPG Growth GenPar III, L.P., a Delaware limited partnership, whose general
partner is TPG Growth GenPar III Advisors, LLC, a Delaware limited liability company, whose sole member is TPG Holdings I, L.P., a Delaware limited partnership (“TPG Holdings I”), whose general partner is
TPG Holdings I-A, LLC, a Delaware limited liability company, whose sole member is TPG Group Holdings (SBS), L.P., a Delaware limited partnership, whose general partner TPG Group Holdings (SBS)
Advisors, LLC, a Delaware limited liability company, whose sole member is TPG Group Holdings (SBS) Advisors, Inc., a Delaware corporation. The general partner of The Rise Fund Cadia, L.P. is The Rise
Fund GenPar, L.P., a Delaware limited partnership, whose general partner is The Rise Fund GenPar Advisors, LLC, a Delaware limited liability company, whose sole member is TPG Holdings I. The general
partner of TPG Tech Adjacencies Cadia, L.P. is TPG Tech Adjacencies SPV GP, LLC, a Cayman limited liability company, whose sole member is TPG Tech Adjacencies GenPar, L.P.,
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